DIRECTORS' REPORT To : THE MEMBERS: The Board of Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2015. OPERATIONS: The total income of the Company for the current year comes Rs. 86,57,953.00/- as compared to Rs. 50,64,673.00/- for previous financial year. The Profit after tax comes to Rs. 16,60,476.00/- as compared to Rs. 16,053.00/- for previous financial year. DIVIDEND AND RESERVE: The Board of Directors do not recommend any Dividend and do not propose any amount of the profit to be transferred to reserves. DEPOSITS : Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. EXTRACT OF ANNUAL RETURN: The Details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this report as Annexure - A and forms an integral part of this report LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's shares are listed. DEMATERIALISATION OF SHARES: 86.01% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 13.99% is in physical form. The Company's Registrar is M/s. Purva Sharegistry (India] Private Limited having their Registered office at 9, Shiv Shakti Industrial Estate, J.R.Boricha Marg, Lower Parel (East), Mumbai - 400011. NUMBER OF BOARD MEETINGS HELD: The Board of Directors duly met Four times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows: 30.05.2014,11.08.2014,15.11.2014 and 12.02.2015. DIRECTORS : Mr. Siddharth Shantilal Jain (DIN: 00370650), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors appointed Mr. Summit Khanna as a Non-Executive Director as on 19th June, 2015 to hold office upto the ensuing Annual General meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member, signifying his intention to propose Mr. Sumit Khanna as a candidature for the office of Director of the Company. Your Director recommands his appointment at the Board. The Company has received a declaration of independence from Mr. Sumit Khanna (DIN: 01180220) confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges . Mr. Mukesh Hakralal Patel (DIN: 05179865) has resigned from his directorship as on 19.06.2015 and Board took the note of the valuable services rendered by him during his tenure. MAIOR EVENT: The Company has shifted its registered office from State of Maharashtra to the State of Gujarat during the year. DIRECTOR'S RESPONSIBILITY STATEMENT : Pursuant to Section 134(5] of the Companies Act, 2013, Directors of your Company hereby state and confirm that: i] in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii] they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2015 and of the profit or loss of the company for the same period, iii] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; if any. iv] they have prepared the annual accounts on a going concern basis; v] they have laid down internal financial controls in the Company that are adequate and were operating effectively. vi] they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. AUDIT OBSERVATIONS: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. AUDITORS: STATUTORY AUDITORS: As per provisions of Section 139 of the Companies Act, 2013 the appointment of Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Vijay R. TATER & Co., Chartered Accountants, Mumbai, (Firm Regn No.: 111426W] as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with Section 141 of the Companies Act. 2013. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 READ WITH Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as part of this report as Annexure-B. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Clause 49 of the Listing Agreements with Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE: As per Clause 49 of the Listing agreement, a separate Report on Corporate Governance practices followed by the Company, together with a certificate on its compliance from M/s. Pankaj K. Shah Associates, Chartered Accountant, is included as a part of this report. CONSERVATION OF ENERGY ETC.: The Company has no activities having conservation of Energy or technological absorption. The Company didn't have any foreign Expenditure or Earnings during the year under review. VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established. RELATED PARTY TRANSACTIONS: Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP]/EMPLOYEES: DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION: Wholly owned Subsidiary Company: The Company has subsidiary M/s. Munoth Retail Private Limited as on March 31, 2015. There has been no material change in the nature of the business of the subsidiary. As required under the Listing Agreement entered into with the Stock Exchange, consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement has been prepared in accordance with section 129(3] of the Companies Act, 2013. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiary. Associate Companies: M/s. Munoth Finance And Leasing Limited and M/s. Munoth Investment And Finance Company Private Limited are the associate Companies of our Company during the year under review. There has been no material change in the nature of the business of the associate Companies. CONSOLIDATED ACCOUNTS: The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting standards viz. AS-21 issued by the institute of Chartered Accountants of India and forms a part of this Annual Report. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has a sound Internal Control System which is in tune of its volume and line of operations. The Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate. The internal audit is entrusted to M/s. Pankaj K. Shah Associates, Chartered Accountant, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Audit plays a key role in providing assurance to the Board of Directors. To maintain its objectivity and independence, the internal Audit function reports to the Board of Directors. CHANGE IN THE NATURE OF BUSINESS: During the year under review, there has been no change in the nature of business of the Company. ACKNOWLEDGMENTS: Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers, and Shareholders for their continued support and guidance. Your Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels. ON BEHALF OF THE BOARD OF DIRECTORS DIRECTOR DIRECTOR Date : 14.08.2015 Place: Ahmedabad |